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HomeMy WebLinkAboutFreyer & Laureta, Inc. V AGREEMENT THIS AGREEMENT is made and entered into on the'}day of 3-12 — , 2016 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Freyer & Laureta, Inc. (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Provide inspection services for the Mora Drive Sewer Main Extension project 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated 3. TERMS. The services and/or materials furnished under this Agreement shall commence 6/22/2016 and shall be completed by 7/31/2016, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed eight thousand hundred dollars and zero cents ($8,000.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 4 short form Updated 4123/10 V S 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Short torn Updated 4113110 V V c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer- employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non-exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. Town of Los Altos Hills Page 3 of 4 Short form Updated 4/23110 V h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Richard Chiu Public Works Director Town of Los Altos Hills By: tl to r 26379 Fremont Road Signailr- Da - Los Altos Hills, CA 94022 h I � VW-Al-At M VKIL} lCf rfi Print name, Title TOWN OF LOS ALTOS HILLS: By: . - .. . •lL G�I6 Carl Cahill, City Manager D-te Town of Los Altos Hills Page 4 of 4 Short form Updated 4123110 A Forth W-9 Request for Taxpayer Give Form to the (Rey.December 2014) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service I Name as shown on your income tax return).Name is required on this line;do not leave this line blank. Freyer&Laureta, Inc. 2 Business name/disregarded entity name,if different from above at 3 Check appropriate box for federal tax classification,check only one of the following seven boxes: 4 Exemptions(codes apply only to ❑ Corporation ❑ ❑ Partnershl Trust/estate certain entities not individuals-see ❑IntlivitludVwle proprietor or C ! SCOrporation p ❑ certaintions on,pate idi. u o single-member LLC Exempt payee code(if any) illy, ❑Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=partnership). Note.For a single-member LLC that is disregarded,do not check LLC;check the appopaate box in the line above for Exemption from FATCA reporting the tax classification of the single-member owner, code(if any) C. ❑cher(see instructions) - PMaa mmmvnnm.niava,yn e US) ! 5 Address(number,street,and apt.or suite no.) Requester's name and address(optional a N. 150 Executive Park Blvd Ste 4200 6 City,state,and ZIP code m San Francisco,CA 94134 7 List account numbers)here(optional) — - Lai / Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line I to avoid Social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the Part instructions on page 3.For other - - entities,it is your employer identification number(FIN).If you do not have a number,see How to get a TIN on page 3. or Note.If the account is in more than one name,see the instructions for line 1 and the chart on page 4 for Employer identification number guidelines on whose number to enter. . 9 4 - 3 3 1 5 4 5 4 . T� •�LL1r 0 Certification Under penalties of perjury,1 certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that 1 am no longer subject to backup withholding;and 3. I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have tailed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions on page 3. Sign Signature of Here U.S.person. Date 4 06-16-2016 General Instructions U •Form 1098(home mortgage interest),1095-E(student loan interest),1098-T (tuition) Section references are to the Internal Revenue code unless otherwise noted. •Form 1099-C(canceled debt) Future development.Information about developments affecting Form W-9(such •Form 1099-A(acquisition or abandonment of secured property) as legislation enacted atter we release it)is at www.irs.govflw9. Purpose of Form Provide Form -9 only ect if you are a U S.person(including a resident alien),to An individual or entity(Form W-9 requester)who is required to tile an information If you do not return Form W-9 to the requester with a TIN,you might be subject return with the IRS must obtain your correct taxpayer identification number(TIN) fo backup withholding.See What is backup withholding?on page 2. which may be your social security number(SSN),individual taxpayer identification By signing the filled-out form,you: umber(ITIN),adoption taxpayer dentifcation number(ATIN),or employer 1.Certify that the TIN you are giving is correct oryou are waiting tin for a number identification number(ENTto report on an information return the amount paid to to be issued). you or other amount reportable on an information return.Examples of information returns include,but are not limited to,the following: 2 Certify that you are not subject to backup withholding,or •Form 1099-INT(interest earned or paid) 3.Claim exemption from backup withholding if you are a U.S.exempt payee.If •Form 1099-DIV(dividends,including those from stocks or mutual funds) applicable,you are also certifying that as a U.S.person,your allocable share of any partnership income from a U.S.trade or business is not subject to the •Form 1099-MISC(various types of income,prizes.awards.Of gross proceeds) withholding tax on foreign partners'share of effectively connected income,and •Form 1099-B(stock or mutual fund sales and certain other transactions by 4.Certify that FATCA code(s)entered on this form(if any)indicating that you are brokers) exempt from the FATCA reporting,is correct.See What is FATCA reporting?on •Form 1099-S(proceeds from real estate transactions) page 2 for further information. •Form 1099-K(merchant card and third party network transactions) Cat.No.10231)( Form W-9(Rev.12-2014) V FREYE FL LAURE'TA;INC. CIVIL ENGINEERS • SURVEYORS • CONSTRUCTION MANAGERS June 20, 2016 Tina Tseng, P.E. The Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Re: Proposed Budget for Construction Inspection Services Mora Drive Sewer Inspection Dear Ms. Tseng, Freyer & Laureta, Inc. (F&L) is pleased to submit this letter with our proposed scope and budget for the Town of Los Altos Hills (Town) to provide construction inspection services for a sewer main line extension to serve a private project on Mora Drive. F&L will provide inspection for the Project on behalf of the Town to confirm that proposed improvements meet the requirements of the Town approved sanitary sewer extension design. Our inspector, Jason Feudale, will be on site full time to observe and document the work completed by the contractor. A daily report using F&L's standard forms will be maintained to identify work completed, number of contractor personnel, number and type of contractor equipment, document any issues, and other key information to serve as the official record. The daily reports will be compiled weekly and submitted to the Town. For the portion of the work that is considered the private lateral, F&L will perform regular site visits to observe and document progress. However, F&L will not provide full-time inspection of the private lateral construction. Deliverables: 1. Daily Reports COMPENSATION The following compensation schedule assumes that all of the work described above will be necessary for the completion of the project. We propose to provide our professional services on a time and materials budget in accordance with attached F&L's current Charge Rate Schedule dated January 1, 2016 for a not to exceed fee of$8,000. 144 North San Mateo Drive•San Mateo,California 94401 •(650)344-9901 •Fax:(650)344-9920•www.freyedaureta.com V Ms. Tina Tseng, P.E. Page 2 of 2 June 20, 2016 We are happy for the opportunity to submit this proposal for inspection services. Should you have any additional questions or require further information please do not hesitate to call me at 650-619- 3226. Sincerely, II Jeffrey J. Tarantino, P.E. Vice President cc: Jason Feudale(F&L) Joanne Yau (F&L) Attachments Attachment 1 Charge Rate Schedule dated January 1, 2016. FREVER& LAURETA, INC. illi I' FREURETI YE* LAINC. CIVIL ENGINEERS • SURVEYORS • CONSTRUCTION MANAGERS CHARGE RATE SCHEDULE Effective 1/1/16 Professional and technical services of Freyer& Laureta, Inc. Staff are provided on a fixed fee or an hourly rate basis as follows: FIXED FEE Where a definitive scope of work can be established, many of our clients prefer that a specific fee be agreed upon in advance. Billings are submitted monthly based upon percent complete as of the last accounting day of the month. HOURLY RATE Applicable to Plan Preparation, Design and Report services where the scope of work must remain open. Freyer& Laureta, Inc. utilizes the following hourly charge rate basis for billing purposes. Production Aide-Clerical $ 80.00 Drafter I-Technical Typist-Survey Tech II $85.00 Drafter II -Word Processor $90.00 Engineering Tech I -Drafter III $95.00 Staff Engineer I - Engineering Tech II -Survey Tech III $105.00 Staff Engineer II -Engineering Tech III -Survey Tech IV $ 110.00 Staff Engineer III -Senior Engineering Tech $ 115.00 Staff Engineer IV-Survey Tech V $ 125.00 Construction Inspector $ 130.00 Associate Engineer-Associate Surveyor(L.L.S.) $ 145.00 Senior Engineer-Construction Manager $ 155.00 Senior Construction Inspector $ 155.00 Project Manager—Principal Surveyor(L.L.S.) $175.00 Associate Principal $190.00 Principal $205.00 Forensic Engineering $325.00 Deposition and Court Appearance $410.00 Subconsultant, Reproduction, Printing,Travel, Mailing and Delivery-Cost plus 10% Interest Charge-Billings are due and payable within 30 days.A monthly interest charge equal to the Federal Discount Rate plus 5%will be applied on the next billing beyond the 30-day payment period. The foregoing Charge Rate Schedule is incorporated into the Agreement for the Services of Freyer& Laureta, Inc. and may be updated annually.